Provision Language
Definitions
“Confidential Information” means with respect to a Party, Information, including but not limited to Bayer Know-How and SentiSearch Know-How, that is owned or Controlled by such Party that is disclosed by such Party to the other Party hereto pursuant to this Agreement, and that is identified by the disclosing Party in writing, or is acknowledged by the receiving Party in writing, to be confidential to the disclosing Party or to a Third Party at the time of disclosure to the receiving Party if disclosed in tangible form, or within thirty (30) days after disclosure if disclosed orally.
10.Publications, Fund Announcement and Publicity
10.1 The Parties shall comply with the obligations and restrictions regarding publications related to the Project as set out in this Agreement (including in the Global Access Plan).
10.2 If any Party wishes to publicize by any means its participation in the Project it must follow the process for scrutiny of publications set out in Article 3 of the Global Access Plan.
10.3 Should either Party wish to make a press release or other public statement about the Agreement and/or the Project, it will obtain the prior written consent of the other Party to the content of such press release or other public statement, such consent not to be unreasonably withheld.
13. Miscellaneous
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13.2 Confidentiality
(a) For the term of this Agreement and thereafter until the information no longer constitutes Confidential Information, each Party shall not disclose (except (i) Bayer to a Bayer Affiliate and (ii) SentiSearch to a SentiSearch Affiliate) or permit the disclosure of any Confidential Information of the other Party, nor shall a Party use any Confidential Information for any purpose other than this Agreement.
(b) Each Party shall ensure that any of its staff and officers, Affiliates, independent contractors, and licensees who have access to the Confidential Information are bound by a duty of confidentiality and properly informed of their obligations under this Agreement.
(c) This Section 13.2 shall not apply in respect of any information which the receiving Party can prove: (i) to have been known (without being subject to any confidentiality obligations) to the receiving Party at the time of receipt, as evidenced by dated written records; (ii) was in the public domain or generally known to the public at the time of its disclosure to the receiving Party or which subsequently becomes part of the public domain in any manner other than by violation of the terms of this Agreement; (iii) is received from other sources without any breach of any obligations regarding the preservation of the confidentiality thereof; (iv) is confirmed in writing by the disclosing Party to not be subject to this Section 13.2; (v) to have been independently developed by the receiving Party; or (vi) is agreed to be published as provided hereunder.
(d) Permitted Disclosures: Each Party may use or disclose Confidential Information of the other Party to the extent such use or disclosure is reasonably necessary in complying with applicable governmental regulations, court orders, or otherwise submitting information to governmental authorities, or applying for regulatory approvals, provided that if a Party is required to make any such disclosure of another Party’s Confidential Information, it shall make commercially reasonable efforts to: (i) give prompt written notice to the disclosing Party of the proposed disclosure to the relevant governmental authority or court, and allow the disclosing Party reasonable time to object to all or any portion of the disclosure before it is disclosed; (ii) if advance notice is not possible, provide written notice of disclosure immediately thereafter; and (iii) to the extent possible, minimize the extent of such disclosure, it being understood that any information so disclosed shall otherwise remain subject to the limitations on use and disclosure hereunder.
(e) Each Party shall return to each applicable other Party that other Party’s Confidential Information and any copies thereof promptly following receipt of a request to do so from that other Party in writing and in any case upon the expiry or termination of this Agreement and shall not retain any copies thereof other than solely for the purpose of performing its obligations under this Agreement and exercising the rights and licenses granted to it under this Agreement.